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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 22.83 | 11/02/2015 | D | 962 | (3) | 05/21/2019 | Common Shares, No Par Value | 962 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 34.23 | 11/02/2015 | D | 1,000 | (4) | 11/12/2019 | Common Shares, No Par Value | 1,000 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 31.87 | 11/02/2015 | D | 4,275 | (5) | 05/20/2020 | Common Shares, No Par Value | 4,275 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 36.09 | 11/02/2015 | D | 4,000 | (6) | 05/31/2021 | Common Shares, No Par Value | 4,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 29.94 | 11/02/2015 | D | 3,795 | (7) | 05/30/2022 | Common Shares, No Par Value | 3,795 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 45.34 | 11/02/2015 | D | 5,360 | (8) | 05/31/2023 | Common Shares, No Par Value | 5,360 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 53.52 | 11/02/2015 | D | 7,000 | (9) | 05/30/2024 | Common Shares, No Par Value | 7,000 | (9) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 67.98 | 11/02/2015 | D | 10,000 | (10) | 08/10/2025 | Common Shares, No Par Value | 10,000 | (10) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bardwell Kathleen C/O 5960 HEISLEY ROAD MENTOR, OH 44060 |
Sr.V. P. & C.C.O. | |||
| /s/ Dennis P. Patton, Authorized Representative under Power of Attorney | 11/02/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 6,805 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 450 on May 31, 2016; 1,155 on May 31, 2016; 450 on May 31, 2017; 750 on May 30, 2016; 750 on May 30, 2017; 750 on May 30, 2018; 625 on May 30, 2016; 625 on May 29, 2017; 625 on May 28, 2018; and 625 on May 28, 2019. |
| (2) | Represents shares of STERIS Corporation ("STERIS") disposed of pursuant to merger of a wholly-owned subsidiary of STERIS plc ("New STERIS") with and into STERIS, with STERIS surviving the merger as a wholly-owned subsidiary of New STERIS (the "Merger"), in exchange for ordinary shares of New STERIS, which was consummated simultaneous with and conditioned on New STERIS' acquisition of Synergy Health plc by commencing a "recommended offer" under English law. At the effective time of the Merger, each STERIS common share was cancelled and converted into the right to receive one New STERIS ordinary share. |
| (3) | This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 962 ordinary shares of New STERIS for $22.83 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (4) | This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 1,000 ordinary shares of New STERIS for $34.23 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (5) | This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,275 ordinary shares of New STERIS for $31.87 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (6) | This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,000 ordinary shares of New STERIS for $36.09 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (7) | This option becomes exercisable as follows: 949 on May 30, 2016. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,795 ordinary shares of New STERIS for $29.94 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (8) | This option becomes exercisable as follows: 1,340 on May 31, 2016 and 1,340 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 5,360 ordinary shares of New STERIS for $45.34 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (9) | This option becomes exercisable as follows: 1,750 on May 30, 2016; 1,750 on May 30, 2017 and 1,750 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 7,000 ordinary shares of New STERIS for $53.52 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| (10) | This option becomes exercisable as follows: 2,500 on May 28, 2016; 2,500 on May 28, 2017; 2,500 on May 28, 2018; and 2,500 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 10,000 ordinary shares of New STERIS for $67.98 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |